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Terms & Conditions 

1. Who we are
1.1 We are Tootle Works LTD (“we”, “us”, “our”).
1.2 These terms and conditions set out how we work with our clients (“you”, “your”) (the Terms).


2. How we work
2.1 We’ll start by discussing what you need and how we can help. This may be by telephone or face-to-face (an initial consultation).
2.2 After that, we’ll provide a written proposal setting out:

  • what we’ll do for you,

  • the fees, and

  • any other relevant details
    (the Proposal).

2.3 When you request services from us, you are making an offer to purchase services from us in accordance with the Proposal and these Terms (the Agreement).
2.4 The Agreement is formed when we accept your request for services in writing (by email).
2.5 Sometimes we may not be able to accept a request for services — if so, we’ll let you know.
2.6 Any marketing material we provide does not form part of the Agreement. It’s just there to give you an idea of how we work.
2.7 The Proposal and these Terms are the only terms that apply to our Agreement with you, so please read them carefully.
2.8 If the Terms are not signed, but you instruct us to carry out services (including under clause 7 “Variations”), you will be deemed to have accepted and be bound by this Agreement.


3. Commencement, term and services
3.1 This Agreement is made and entered into in accordance with clause 2.4.
3.2 We will begin the services on the start date set out in the Proposal (the Start Date).
3.3 Subject to clauses 3.4 and 3.5, this Agreement runs on a monthly rolling basis (except for website design and development which is project-by-project) and carries a one-month minimum term unless otherwise specified in the Proposal.
3.4 If you are a business (i.e. a legal entity such as a limited company or sole proprietor), the Agreement will continue for the term set out in the Proposal and will automatically renew for a further term equal to the initial or preceding term unless ended earlier in accordance with these Terms.
3.5 If you are a consumer (i.e. not a legal entity and not acting for business purposes), the Agreement will end automatically at the end of the term unless ended earlier in accordance with these Terms.
3.6 Our services may include:

  • Search engine optimisation;

  • Social media management;

  • Website design and build (the Deliverables);

  • WordPress website maintenance services;

  • any other services you order from us which must be agreed in writing under clause 7 (“Variations”); and

  • Consulting services (£75 per hour).

3.7 We may offer package services which can be found on our website: https://tootleworks.com


4. What you can expect from us
4.1 We’ll work closely with you and do our best to meet your preferred timescales. However, any dates we give are estimates and may change.
4.2 Our standard office hours are Monday–Friday, 9am–6pm. Any responses or services outside these hours are discretionary and only provided if we consider them urgent.
4.3 We may use carefully chosen third-party contractors to deliver some or all of the services.
4.4 If agreed in writing (or included in the Proposal), we may deliver services at your (or a third party’s) address, or at a digital location such as a computer, network, server, platform, application, system, or website (the Location).
4.5 We usually deliver services remotely. This can change if we both agree in writing. Additional fees may apply.
4.6 We will provide the services as set out in the Proposal. If you request additional requirements, we may be able to help, but this may involve additional fees and must be agreed in writing before we start (see clause 7).
4.7 We take pride in providing our services with the skill and care you are entitled to expect.


5. Payment
5.1 Before we begin, we may ask you to enter card details via a payment link sent from hello@tootleworks.com, so we can take an initial and any subsequent payments.
5.2 We may invoice you for services (in part or in full) at any time after you accept the Proposal.
5.3 Before we can start or continue providing services, all current/outstanding invoices must be paid:

  • in full, without deduction or set-off, in cleared funds within 7 days of the invoice date (unless agreed otherwise in writing); and

  • to the bank account nominated by us.

5.4 Time of payment is of the essence. If amounts due are not paid on time, we may (without limiting our other rights) charge interest at 4% per year above HSBC Bank Plc base rate (from time to time), accruing daily from the due date until paid in full.


6. What we need from you
6.1 To help things run smoothly, you agree to:

  • make sure information you provide is accurate and up to date;

  • cooperate with us during implementation;

  • ensure the Proposal details and information you provide (including any content you or third parties supply) are complete and accurate. If we relied on incorrect information to prepare the Proposal, we may increase the price to cover additional work required;

  • provide access to the Location, including any login details and access codes;

  • unless you authorise us to approve content on your behalf, approve content at least 7 days before any deadline (unless agreed otherwise in writing);

  • provide any information/content needed for publishing by the deadline at least 7 days in advance (unless agreed otherwise in writing);

  • warrant that anything you provide to us (in any medium) does not infringe third-party Intellectual Property Rights;

  • cooperate with us in all matters relating to the services;

  • prepare the Location and provide access needed for us to perform the services during normal working hours (09:00–18:00 Monday to Friday), unless otherwise agreed, and any other times agreed between us;

  • ensure we have permission to access the Location during the Agreement as required;

  • ensure the Location is reasonably safe (where services are carried out on-site);

  • clearly identify any known risks before services start; and

  • obtain and maintain all licences, permissions and consents required before services start, including those relating to access/use of the Location.

6.2 If you don’t do the above, we can’t be responsible for problems or delays caused as a result.


7. Variations (changes, upgrades, downgrades and additional works)
7.1 We work hard to understand your needs before starting, but sometimes you may want to change the scope of the services.
7.2 If you want to make changes, please tell us as soon as possible, in writing.
7.3 If changes are requested, timescales and/or how we deliver services may need to change, and fees may need to be reviewed. We will issue a revised Proposal, and changes will only take effect once you agree to the revised Proposal in writing.
7.4 If you require additional works beyond what’s in the Proposal (“Additional Works”), we may issue an additional Proposal. Additional Works won’t start until you accept that additional Proposal in writing.
7.5 We reserve the right to reject requests for Additional Works.
7.6 If you request cancellation of any part of the Proposal, we’ll try to accommodate this, but we may charge administrative expenses. A reduction in services may not result in a reduction in price.
7.7 Additional Works, upgrades and downgrades are governed by these Terms unless agreed otherwise in writing.
7.8 Package changes:

  • You may downgrade monthly package services with 30 days’ written notice.

  • You may upgrade monthly package services with 30 days’ written notice.

  • We may (at our discretion) allow upgrades/downgrades with less than 30 days’ notice, and we may refund any difference for the billing period.

7.9 Any notice or request to change services under clause 7 must be emailed to hello@tootleworks.com.


8. Our fees
8.1 Our services will be provided and invoiced by Tootle Works LTD.
8.2 As per clause 4.4, if services are to be provided at your site, additional fees will apply.
8.3 If additional requirements are requested after your initial Proposal, additional fees will apply — we’ll confirm these with you in writing before doing the work.
8.4 We invoice monthly in advance, and your first invoice must be paid 7 days before commencement.
8.5 We take payment details before services commence, and by entering into this Agreement you consent to us taking payments automatically when they fall due.
8.6 We may charge for travel and other expenses incurred while providing services. This is in addition to the Proposal fees and is at our discretion.
8.7 We reserve the right to increase monthly fees annually by up to 8%.
8.8 If you fail to pay on time, we may suspend work until outstanding fees are paid or terminate the Agreement. No refund or discount applies for any non-serviced period caused by late payment.
8.9 We may charge an administration fee of up to £50 (or any reasonable costs above this) for missed payments or payments more than 7 days late.
8.10 Any invoice over 30 days old is deemed accepted by you and cannot be disputed.


9. Website design and development services (“Website Services”)
9.1 Where appropriate, we will use WordPress to build your website (the Site). We are not responsible for outages or any costs, losses or damages caused by WordPress or any plugins used.
9.2 Keeping WordPress and plugins updated is your responsibility.
9.3 Ongoing maintenance is not included unless listed as a separate item in the Proposal.
9.4 If you are on our care package, we can handle queries by phone or email without charge, subject to a fair usage policy.
9.5 If you are not on our care package, we only accept queries by email and charge £75 per hour. Please email full details to hello@tootleworks.com.
9.6 For clarity, website design services are non-cancellable unless agreed by us in writing. If you wish to cancel, please write to us with full details and we will consider your request.


10. SEO and Social Media Management
10.1 We provide search engine optimisation (SEO) and social media marketing/management services as monthly packages (see our website), plus any other marketing services we agree with you in writing from time to time.
10.2 We will carry out tasks known to help your business through your chosen online marketing channels for the period specified in the Proposal.
10.3 While we have a track record of strong results, we cannot guarantee improvements of any kind.
10.4 We will discuss social media content one week before it is published.
10.5 For smaller events (e.g. office parties), we may be able to publish content with one week’s notice.
10.6 For larger events (e.g. a campaign, business launch, or product/service launch), we require one month’s notice.
10.7 Despite clauses 10.5 and 10.6, any specific event dates or specific requests must be clearly set out by you and agreed by us in writing. We may refuse requests and are not responsible for issues caused by late notice where deadlines/events were not clearly detailed in the Proposal or requested under clause 7.
10.8 You may cancel a fixed contract by giving 30 days’ written notice, however no refund or discount applies for any non-serviced period and you remain responsible for fees until the end of the fixed contract.


11. Completion and acceptance
11.1 The services are deemed performed when we complete the services as specified in the Proposal.
11.2 If a Completion Date is specified in the Proposal, the services shall be deemed performed on or before that date.
11.3 If there is no Completion Date and services do not automatically renew under clause 3, once we reasonably believe the services are complete, we will notify you and may ask you to identify any outstanding works within 14 days.
11.4 Under clause 11.3, the services will be deemed completed in full and in accordance with this Agreement:

  • if you do not notify us in writing of any outstanding works within 14 days of our notice;

  • upon delivery of the final invoice(s); and/or

  • when we have rectified any outstanding works.

11.5 We will run acceptance tests (“Acceptance Tests”) once we complete design and/or development of the Site in line with the phases in the Proposal, or if no phases are specified, after we notify you in writing the Site is complete.
11.6 The Acceptance Tests shall test compliance of the Site with the site specification in the Proposal.
11.7 We shall notify you when the Acceptance Tests have been passed and provide the results in writing.
11.8 If any failure to pass Acceptance Tests results from a defect caused by your act/omission, or by your subcontractors/agents (a “Non-Supplier Defect”), the Site will be deemed to have passed Acceptance Tests despite that defect.
11.9 We will provide reasonable assistance you request to remedy a Non-Supplier Defect as additional services, and you shall pay our then-current fees for that work.
11.10 Acceptance of the Site shall be deemed to have taken place if:

  • you use any part of the Site for any revenue-earning purposes or to provide services to third parties (other than for testing); or

  • you unreasonably delay the start of Acceptance Tests (or retests) for seven working days from the date we are ready to begin.

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12. Intellectual property rights and licence
12.1 “Intellectual Property Rights” (“IPR”) means: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
12.2 All IPR created by us as part of the Deliverables will remain with us until we receive full payment of fees due. Once paid in full, we will assign the IPR in the Deliverables to you and notify you in writing.
12.3 Until all fees are paid in full in accordance with the Proposal, you may not use the Deliverables.
12.4 You must not do anything that infringes or undermines our IPR.
12.5 You must not do anything that infringes or undermines the IPR in the Deliverables or attempt to commercially exploit the Deliverables before full payment is received.
12.6 You indemnify us against any loss, claim, expense, costs, demands and liabilities (direct or indirect) arising from a third-party claim of IPR infringement arising from the use of our services.
12.7 We own all IPR in materials we use to provide services (our “Pre-Existing IPR”). You must not reproduce our materials for anybody else.
12.8 We grant you a revocable, non-exclusive licence to use our Pre-Existing IPR internally only, so you can benefit from our services.
12.9 You may use our Pre-Existing IPR while you comply with this Agreement, but we may terminate the licence if you breach these Terms.


13. What we can’t promise
13.1 While we will work closely with you to support your business growth, we cannot promise any specific outcome (for example increased turnover), as results depend on many variables outside our control (including the economy and your market sector).


14. Confidentiality
14.1 We may receive confidential information from you. We will not disclose your confidential information to third parties without your permission, except where:

  • the information is already public; or

  • we are legally required to disclose it (including in court or formal proceedings).
    We may also share confidential information with third parties we involve to deliver services, where necessary.

14.2 You agree not to disclose our confidential information or working practices.


15. Limitation of liability
15.1 If you ever need to make a claim against us, our total liability is limited to £2,000,000 per year of the Term.
15.2 We are not liable for consequential, indirect or special losses.
15.3 The limitations in clauses 15.1 and 15.2 do not apply to any indemnities given under this Agreement.
15.4 Nothing in this Agreement limits liability for:

  • death or personal injury caused by negligence;

  • fraud or fraudulent misrepresentation;

  • any losses that cannot be excluded or limited by law; or

  • losses caused by wilful misconduct.

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16. Termination
16.1 Either of us may terminate the Agreement by giving 30 days’ notice. We may allow termination with less than 30 days’ notice at our discretion.
16.2 We may terminate this Agreement (or any other contract we have with you) immediately by written notice if:

  • you commit a material breach that is not remediable;

  • you commit a remediable material breach and do not remedy it within 14 days of written notice;

  • you fail to pay any amount due and it remains unpaid within 14 days after we notify you it is overdue; or

  • any consent, licence or authorisation held by you is revoked or modified so you cannot comply with obligations or receive benefits.

16.3 If you terminate part-way through, we do not refund fees for services already provided or prepaid for the month termination occurs, unless agreed otherwise in writing.
16.4 We may terminate immediately if you become insolvent or bankrupt or take action that may affect your ability to pay our fees. Any outstanding amounts become immediately payable.
16.5 We may terminate by giving not less than 14 days’ notice if you undergo (or are realistically expected to undergo within two months) a change of control (as defined in section 1124 of the Corporation Tax Act 2010).
16.6 If you become aware of an event that may entitle us to terminate under this clause 16, you must notify us in writing immediately.
16.7 Termination or expiry does not affect accrued rights and liabilities up to the termination date.


17. Events outside our control
17.1 Events outside our control include (but are not limited to): government intervention, strikes, lock-outs or industrial disputes, utility failures, transport failures, acts of God, war, riot, civil commotion, malicious damage, legal/regulatory compliance, accidents, plant/machinery breakdowns, fire, flood, storm, or default of service providers/subcontractors.
17.2 If we cannot perform our obligations due to such an event, we will not be liable to you.
17.3 If we cannot provide services for more than one month due to such events, you may notify us in writing if you wish to terminate.
17.4 If the event continues for longer than one month, either party may terminate immediately while the event continues by written notice, and all sums due become immediately payable.
17.5 If such events occur, you may request to pause services. We may accept at our discretion. Any pause is only binding once we confirm in writing by email.
18. Processing of personal data
18.1 You agree to comply with your obligations as a data controller under all UK data protection laws in force (including the UK GDPR and related legislation) (the Data Protection Laws), and acknowledge that we are a data processor in respect of any personal data.
18.2 We will process personal data in accordance with your instructions and only for the purposes you authorise.
18.3 Both parties warrant that they will comply with Data Protection Laws.
18.4 You shall indemnify us against all costs, expenses, claims, liabilities, proceedings, fines, loss or damage incurred by us due to your failure to comply with this clause 18.
19. Notices
19.1 Notices must be in writing and sent to the email addresses below. Notices will be deemed received on transmission.
19.2 Our notice email address is: hello@tootleworks.com
19.3 Your notice email address is the email address you notify to us in writing.
20. Other important terms
20.1 We may transfer our rights and obligations under this Agreement to another organisation. This will not affect your rights or our obligations.
20.2 Subject to clause 18.1, this contract is between you and us. No other person has any rights to enforce it.
20.3 If we introduce you to our partner network for services outside the scope of this Agreement, we are not liable for any separate agreement formed between you and that partner.
20.4 These Terms and the Proposal together form the entire agreement and supersede all previous discussions, agreements, understandings and arrangements (whether written or oral) relating to the subject matter.
20.5 If there is any conflict between these Terms and the Proposal, the Proposal will prevail to the extent of the conflict.
20.6 We may set-off any liability we have or sums we owe you under this Agreement or any other contract between us.
20.7 You must pay all sums due to us without any set-off, counterclaim, deduction or withholding, except where required by law.
20.8 Each paragraph operates separately. If any court or authority finds any part unlawful or unenforceable, the remaining parts will remain in full force and effect.
20.9 If we do not insist you perform obligations, or delay enforcing rights, we do not waive our rights and you must still comply.
20.10 This Agreement and any dispute or claim (including non-contractual disputes/claims) is governed by the laws of England.
20.11 We both irrevocably agree that the courts of England have exclusive jurisdiction over any claim or matter arising under or in connection with this Agreement.

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